PROPRIETARY RIGHTS AND LICENCES.
(a) Definitions. Certain content and materials are made available through the Vibrance Services, including Content, Licensed Content and User Submissions. “Content” means, collectively, the text, data, graphics, images, videos, trademarks and logos and other content (including Licensed Content) made available through the Vibrance Services, excluding User Submissions. “Licensed Content” means any content (including any audio or video content) provided to Us by our third-party content partners and made available through the Vibrance Services.
Content.
(i) We and Our licensors own all right, title and interest, including all intellectual property rights in the Vibrance Services, Content and any other content made available through the Vibrance Services contained therein, other than your User Submissions. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Vibrance Services, Content, any other content made available through the Vibrance Services or related products and services, and except as explicitly described herein, you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, licence or otherwise exploit the Vibrance Services, Content or any other content made available through the Vibrance Services.
(ii) From time to time, we may permit Members to create translations of certain Licensed Content (“Translated Content”) subject to the underlying rights of our third-party content providers. Any activity in this regard will be governed by additional terms and conditions (“Translation Terms”) that will be provided to Members in writing in advance of their having access to any Licensed Content for this limited purpose. Any Translation Terms will form part of these Terms and be subject to the terms and conditions contained herein. To the extent that there are any conflicts or inconsistencies between these Terms and the Translation Terms, the provisions of the Translation Terms will govern and control.
(d) Reminder Regarding Content. For the avoidance of doubt with respect to any Content that you access via the Vibrance Service, such Content is only made available for personal and non-commercial purposes. The delivery of any Content to you neither transfers any commercial or promotional use rights in the Content to you nor does it constitute a grant or waiver of any rights of the copyright owners in any audio or video content, sound recording, underlying musical composition, or artwork embodied in the Content.
(e) Licence. Subject to your strict compliance with these Terms, we hereby grant you a non-exclusive, limited, revocable, non-assignable, non-transferable licence under copyright to use the Vibrance Services and the Content.
(f) Disclaimer. We do not guarantee that any content (including without limitation Content, User Submissions or Translated Content) will be made available through the Vibrance Services, continuously or at all. WHILE WE ARE UNDER NO OBLIGATION TO DO SO, WE RESERVE THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE Vibrance SERVICES WITHOUT NOTICE, AND FOR ANY REASON WE DEEM SUFFICIENT.
COPYRIGHTED MATERIALS: NO INFRINGING USE.
You will not use the Vibrance Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. We have adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.
TERMINATION OR SUSPENSION OF THE Vibrance SERVICES & MODIFICATION OF THESE TERMS.
We reserve the right in our sole discretion, at any time, to modify, discontinue or terminate the Vibrance Services or to modify or terminate these Terms without advance notice. Modifications to these Terms or any policies will be available on Vibrance Services. If any modification is not acceptable to you, your only recourse is to cease using the Vibrance Services. By continuing to use the Vibrance Services after we have posted any modifications or provided any required notices, you accept and agree to be bound by the modifications. Without limiting other remedies, we may at any time suspend or terminate your account and refuse to provide access to the Vibrance Services. In addition, we may notify authorities or take any actions we deem appropriate, without notice to you, if we suspect or determine, in our own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms or any policies or rules established by us; or (ii) engaged in actions relating to or in the course of using the Vibrance Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Users, us or any other third parties or the Vibrance Services. You may terminate your account at any time and for any reason by selecting this option on your account information page. Upon any termination by a Member, the related account will no longer be accessible. After any termination, you understand and acknowledge that we will have no further obligation to provide the Vibrance Services and all licences and other rights granted to you by these Terms will immediately cease. We will not be liable to you or any third party for termination of the Vibrance Services or termination or suspension of your use of the Vibrance Services. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER SUBMISSIONS OR TRANSLATED CONTENT) THAT YOU HAVE SUBMITTED THROUGH THE Vibrance SERVICES WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, we will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to us under these Terms (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
SWEEPSTAKES AND CONTESTS.
We may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Vibrance Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Vibrance Services, as they may contain additional important information (including, but not limited to, information about our rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion). To the extent that the terms and conditions of such Official Rules conflict with these Terms, the terms and conditions of such Official Rules will control.
DISCLAIMER.
THE Vibrance SERVICES, CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE Vibrance SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE Vibrance SERVICES, CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH THE Vibrance SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE Vibrance SERVICES, CONTENT OR ANY OTHER CONTENT MADE AVAILABLE THROUGH THE Vibrance SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
FORCE MAJEURE.
We will not be liable to you by reason of any failure or delay in the performance of our obligations hereunder on account of events beyond our reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, failure of the internet or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to our infrastructure or connectivity to the internet or failure at a co-location facility (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, we will be excused from any further performance of our obligations affected by the Force Majeure Event for so long as the event continues, and for such further period of time that we may reasonably require to recover from the effects of such Force Majeure Event.